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Amplifon — AGM Information 2016
May 10, 2016
4030_agm-r_2016-05-10_369d2ecc-2be8-4644-8bf3-2c2fb180f091.pdf
AGM Information
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AMPLIFON S.P.A.
MINUTES OF ORDINARY SHAREHOLDERS' MEETING
OF 18 APRIL 2016
The Ordinary Shareholders' Meeting of Amplifon S.p.A. began at 10.00 a.m. on 18 April 2016, at Via Ripamonti,131/133, Milan.
In accordance with Article 11 of the Articles of Association, the Meeting was chaired by Ms. Susan Carol Holland in her capacity as Chairman of the Board of Directors.
She began by saying that the Amplifon S.p.A. Shareholders' Meeting had been called at this time and in this place by a notice published in "La Repubblica" on 8 March 2016. The full text of the notice of call was made available on the company website.
She said that in order to ensure the proper conduct of the Meeting (in line with the Company's Articles of Association) she had set up a team of trusted "Representatives" who would be responsible for checking the identities of the attendees and the validity of their share certificates and proxy forms, in accordance with the current legislation. The documents would be filed with the Company's records.
She informed the shareholders that, on the basis of those checks, 8 (eight) persons were found to be present, either in person or by proxy, representing 176,505,712 ordinary shares equivalent to 78.268% of the share capital, and that the Meeting was therefore duly called and quorate.
She reserved the right to update the list of attendees at each vote.
She invited the Board Secretary, Mr. Luigi Colombo, to draft the minutes of the Meeting, with the consent of the attendees.
She reminded the attendees that the Meeting has been called to discuss the following:
Agenda
-
- Approval of the Financial Statements as at 31 December 2015; reports prepared by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; allocation of the earnings for the year; related and consequent resolutions. Consolidated financial statements as at 31 December 2015 and the report on operations.
-
- Appointment of Board of Directors, after determining the number of members.
-
- Directors' remuneration for FY 2016.
-
- Amendment to the "New Performance Stock Grant Plan 2014–2021"
concerning French beneficiaries. Approval of the list of the directors as potential beneficiaries.
-
- Remuneration Statement (art. 123-ter Legislative Decree 58/98 ("TUF") and art. 84-quater Issuers' Regulations).
-
- Approval of a plan for the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code, following revocation of the current plan; related and consequent resolutions.
She informed the shareholders that an audiovisual recording of the meeting would be made, solely for the purposes of facilitating the drafting of the Minutes, and that no other recording devices, instruments or photographic equipment would be permitted.
She stated, pursuant to legislation on the protection of personal data, that Amplifon S.p.A. is the Data Controller and that personal data (name, surname and any other data, such as place of birth, residence and professional qualifications) of the Meeting's attendees had been and would be collected according to the procedures and methods provided for by current regulations; the aforementioned data shall be included in the Meeting minutes, subject to prior manual and/or electronic processing, and may also be disclosed and notified abroad, including outside of the European Union, in line with the procedures and methods provided for by applicable regulations.
The Meeting was informed that, in accordance with art. 135 undecies of Legislative Decree 58/98 (TUF), the Company had appointed Omniservizi F&A S.r.l. as the entity to which shareholders may issue a mandate with voting instructions in relation to all or some of the items on the agenda.
Each Representative was invited to indicate, for each vote, the number of shares for which he/she did not intend to vote in accordance with art. 135 undecies of the TUF (lack of instructions).
The attendees were reminded that anyone leaving the Meeting must have their absence recorded, by presenting their attendance slip, which would be handed back to them on their return.
She acknowledged that the reporting obligations of Article 125-bis of TUF had been duly fulfilled.
She acknowledged that the Directors' Reports on the items on the agenda had duly been provided to the public at the Company's head office, on the company website and in the other ways provided for by Consob Regulation 11971 of 14 May 1999, as amended (the "Consob Regulation"), by the publication date, as required by article 125-ter of TUF.
She informed the Meeting that no requests had been received to include other items on the agenda (art. 126 bis of TUF) and also said that no questions had been received prior to the meeting (art. 127-ter of TUF).
She informed the Meeting that to date there are no significant agreements pursuant to Article 122 of TUF relating to or having effects on the Company's shares.
She read out a list of the individuals with direct or indirect shares amounting to more than 3% of the subscribed share capital, represented by voting shares as recorded in the register of shareholders and the other communications received in accordance with Legislative Decree 58/1998, and gave the other information at Company's disposal. She said that the percentage of share ownership refers to the share capital at the moment of the related communication.
- Ampliter NV 120,401,400 shares 53.390% of the share capital Communication of 21 March 2016.
- Tamburi Investment Partners S.p.A. n. 9,538,036 shares 4.325% of the share capital – Communication of 14 April 2016.
- FMR LLC 11,501,700 shares 5.136% of the share capital Communication of 26 July 2013.
She also informed the Meeting that journalists, experts and financial analysts had been allowed to attend the meeting via a closed-circuit television system. A list of their names was available to the shareholders. In addition to the above mentioned Representatives, for organisational reasons various members of the Company and the Group were also present in the room, and a list of their names was also available to anyone who wanted to see it.
Those shareholders who did not have the legal right to vote were asked to inform the Chairman.
The Chairman said that the subscribed and paid-up share capital amounted to €4,510,293.94, divided into 225,514,697 ordinary shares, each with a nominal value of €0.02.
She said that, as of today, the Company directly held 6,584,083 treasury shares, corresponding to 2.920% of the share capital.
It was noted that, besides the Chairman, the meeting was attended by the Chief Executive Officer, Enrico Vita, and the directors Maurizio Costa and Anna Puccio. All the other Directors were absent.
The Chairman of the Board of Statutory Auditors, Raffaella Pagani, and the standing auditors Maria Stella Brena and Emilio Fano were also present.
Several representatives from the auditing firm PricewaterhouseCoopers S.p.A. were also present.
* * * *
The Chairman moved on to discuss the first item on the agenda, which reads as follows:
Approval of the Financial Statements as at 31 December 2015; reports prepared by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; allocation of the earnings for the year; related and consequent resolutions.
Consolidated financial statements as at 31 December 2015 and report on operations.
Information was provided on fees paid for the legal auditing of the Group's annual and consolidated financial statements for the year ending 31 December 2015, and auditing work. They amounted to €276,333.
Legal audit of the annual accounts of Amplifon S.p.A.: €133,664 with 1,903 hours worked.
Legal auditing of the consolidated accounts of the Amplifon Group: €85,759 with 1,122 hours worked.
Attestation services (tax statement and VAT statement): €6,500.
Accounts audit: €12,908 with 179 hours worked.
Limited audit of the half-yearly report of Amplifon S.p.A.: €37,502 with 791 hours worked.
The Chairman proposed that the reading of the Company accounts, Report on operations and – with the consent of the Chairman of the Board of Statutory Auditors – also the auditors' report, be omitted. The proposal was unanimously accepted by the attendees.
She reminded the Meeting that the annual financial report for the year 2015, including the draft Financial Statements and Consolidated Financial Statements, the Report on operations and the Reports of the Statutory Auditors and the Auditing firm, had been filed at the head office and published in the "Investors" section of the Company website on 10 March 2016.
The Chief Executive Officer took the floor and presented the Company's and the Group's performance highlights for the year.
- In 2015 Amplifon S.p.A.'s revenue from sales and services was €247.8 million, with an EBITDA of €39.5 million, an EBIT of €28.7 million and earnings for the year of €30.0 million.
- The Company's net equity at 31 December 2015 was €371.2 million.
- At consolidated level, in 2015 the Group's revenues from sales and services were €1,034.0 million, with an EBITDA of €165.2 million and earnings for the year of €46.8 million.
- The Consolidated Statement of assets and liabilities as at 31 December 2015 showed that the Group's net equity was €500.2 million, with a negative net financial position of €204.9.
The Chairman began the discussions on 2015 Financial Statements of Amplifon S.p.A. and of the Amplifon Group.
Ms. Anelli, representing the shareholder Caradonna, took the floor to ask how much of the earnings for the year of approximately €29 million was proposed to be distributed and how much was proposed to be carried forward.
The Chief Executive Officer replied that the information requested could be found in the Directors' Report, in the section on the meeting agenda, where the proposal is made to distribute a dividend to the shareholders of €0.043 per share, for a total of approximately €9 million, with the remainder of the €29,976,609.27 in earnings for the year carried forward.
The shareholder Marino took the floor, requesting that his questions and the relative replies be recorded in the minutes.
He asked whether companies have been opened in tax havens, and if so, the total amount of taxes avoided by doing so.
The Chief Executive Officer replied that no companies had been opened in tax havens and that no taxes had been avoided by doing so.
The shareholder asked if any contracts had been awarded to state employees or to magistrates or to companies owned by state employees or magistrates by the Company.
The Chief Executive Officer replied that no contracts had been awarded to state employees or to magistrates or to any company owned by any of the figures mentioned.
The shareholder asked if the recruitment of family members of the members of the Board of Directors had been reviewed from the point of view relatedparty transactions.
The Chief Executive Officer replied that no family members of the members of the Board of Directors had been recruited.
The shareholder asked if the Company complies with regulations governing the hiring of protected categories of workers among Company staff.
The Chief Executive Officer replied that the Company is fully compliant with laws in force.
The shareholder asked if the Company had been notified of any Consob findings for the year 2015.
The Chief Executive Officer replied that no notifications of Consob findings had been received for 2015.
The shareholder asked if the Company advertises on any blogs, and if so which ones.
The Chief Executive Officer replied that the Company does not advertise on blogs.
The shareholder requested information on the number of directly operated stores and franchises in each geographic area.
The Chief Executive Officer replied that the number of directly operated stores and the number of franchises, broken down by geographic area, is clearly reported in the financial statements.
The shareholder requested information on litigation pending with affiliates and historic data on outcomes (how many per year, amounts awarded and any out-of-court settlements).
The Chief Executive Officer replied that franchising agreements have long been used, especially in the Unites States, and that any disputes arising in relation to the agreements have always been managed without recourse to legal action, with terminations, which are very few in number, reduced to a minimum through the careful management of relations.
The shareholder asked if franchising agreements include non-compete clauses.
The Chief Executive Officer replied that non-compete clauses are contemplated and governed under the terms and conditions of the agreements.
The shareholder Rimbotti took the floor, requesting that his questions and the relative replies be recorded in the minutes.
The shareholders requested information on the reasons for the termination of the appointment of the former Chief Executive Officer, Franco Moscetti, and the reasons why the amount of the proposed dividend pay-out is so limited.
The Chairman replied that, as concerns Franco Moscetti, the decision to terminate his appointment was a consensual agreement, motivated by Mr Moscetti's desire to take on other appointments outside the Company, as he considered this stage of his career to have come to a close.
Concerning the distribution of dividends, the Chief Executive Officer replied that the objective of the directors is to develop the potential of the Company further by seizing on market opportunities as they may arise.
The Board of Directors is firmly convinced that greater value can be generated for the shareholders and, as such, it believes that alongside a dividends policy it is important to uphold an ongoing investment policy aimed at both internal and external business growth.
The Chief Executive Officer concluded that, at this moment of time, they believe that important opportunities are within the reach of Amplifon, which it will seek to seize to generate effective benefits now and in the years to come.
As nobody else asked to speak, the Chairman declared the discussion closed.
The shareholders were informed of the final figures on the shares present or represented, with the number remaining unchanged compared to the opening of the Meeting.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
She therefore put to the vote, by show of hands, the approval of the Company's Financial Statements for the year ending 31 December 2015.
She invited any shareholders who had voted against or who had abstained to hand in their duly completed slips to the officers of the meeting.
She declared that the 2015 Financial Statements had been approved by a majority vote and read out the results which are annexed to these minutes.
The Chairman then moved on to discuss the Allocation of the earnings for the year.
The draft Financial Statements of Amplifon S.p.A. as at 31 December 2015, which were presented to the Meeting and were approved in the previous resolution, show a net profit of €30.0 million (€21.3 million as at 31 December 2014).
This result allowed for the submission for approval to the shareholders of the distribution of a dividend of Euro 0.043 for per share.
The total dividend would vary depending on the number of shares with ordinary rights held on the dividend payment date, net of Company owned treasury shares (currently 6,584,083, equal to 2.920% of the share capital).
On the date of this Meeting, the total dividend proposed amounted to €9,414,016.
As indicated in the published Report, which was handed out at the entrance, the Board of Directors proposed the approval of the following motion:
-
- to allocate the earnings for the year as follows: distributing a portion of the earnings, as dividends to the shareholders, in the amount of €0.043 per share, with the remainder of the annual earnings to be carried forward.
- 2. to authorise the Chief Executive Officer to verify, based on the exact number of remunerated shares, the amount of profit distributed and profit carried forward.
- 3. to start the payment of dividends as of 25 May 2016, with coupon payments as of May 23, 2016.
As nobody asked to speak, the discussion was declared closed.
The shareholders were informed of the final figures on the shares present or represented, with the number remaining unchanged compared to the previous vote.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
The proposed allocation of earnings was put to the vote by show of hands.
The shareholders who had voted against or had abstained were asked to hand in their duly completed voting slips to the officers of the meeting.
The Chairman declared that the proposal had been approved with a majority vote and read out the results which will be attached to these Minutes.
The Chairman then moved on to deal with the second item on the agenda:
Appointment of Board of Directors, after determining the number of members.
The Chairman explained that the term of office of the Board of Directors expired with the approval of the Financial Statements for the year ending 31 December 2015, and therefore a new Board must be appointed for the period 2016–2018, after deciding on the number of members of the Board.
Pursuant to article 14 of the current Articles of Association, the Board of Directors may comprise between 3 and 11 members.
Members of the Board of Directors are appointed for a maximum period of three years; they may be reappointed and replaced in accordance with the law and are eligible for re-election.
The members of the Board of Directors are elected on the basis of lists of candidates presented by shareholders and/or groups of shareholders owning at least 1% of the share capital, as determined by Consob pursuant to Article 144-quater of TUF by resolution No. 19499 of 28 January 2016.
The members of the Board of Directors must possess the professionalism, honourability and independence required under the law; in particular, at least one member of the Board of Directors, or two if the Board has more than seven members, must meet the independence criteria established for Statutory Auditors by the law in effect at that time.
The Board of Directors is appointed based on the lists presented in accordance with the law in force at the time relating to gender equality, rounding up the number of the less represented gender in the event application of the gender quotas does not result in a whole number.
The Chairman informed the Meeting that on 21 March 2016 the majority
shareholder Ampliter N.V., which holds 53.390% of the ordinary shares in Amplifon S.p.A. submitted a list, together with the candidates' personal and professional profiles and the additional documents required by laws in force. This list was identified as No. 1, for voting purposes.
The List 1 contained the following proposed candidates:
-
- Holland Susan Carol
-
- Vita Enrico
-
- Casalini Andrea
-
- Costa Maurizio
-
- Donnini Laura
-
- Grieco Maria Patrizia
-
- Pozza Lorenzo
-
- Tamburi Giovanni
-
- Scannavini Michele
On 22 March 2016 several minority shareholders, owning a total of 2.229% of Amplifon S.p.A.'s ordinary shares, submitted a second list, identified as No. 2 for voting purposes, together with the candidates' personal and professional profiles and the additional documents required by current laws.
The List 2 contained the following proposed candidates:
-
- Cortesi Alessandro
-
- Cugnasca Elisabetta Beatrice
The Chairman informed the Meeting that both the Lists had been made available to the public at the head office and were published on the Company's website on 25 March 2016, and that some of the candidates are present at the Meeting.
Considering that all the information relevant to the vote had been made public, the Chairman proposed that she be exempted from reading out the supporting documents filed, also in order to permit voting to proceed, and invited the Meeting to adopt a preliminary resolution regarding the number of Board members to be elected.
Unanimous agreement was expressed with the Chairman's proposal.
With regard to the number of Board members to be elected, pursuant to Article 14 of the current Articles of Association which provides that the Board of Directors shall consist of three to eleven members, the Board of Directors, taking the advice of the Independent Directors, invited, on the proposal of the Remuneration and Appointment Committee, to determine as nine the number of members of the Board of Directors, therefore unchanged from the previous Board, determined by the shareholders' meeting resolution dated 20 October 2015.
The Chairman thus proposed that the following resolution be adopted:
"The ordinary Shareholders' Meeting of Amplifon S.p.A., convened in single
call on 18 April 2016, pursuant to its statutory powers and the report prepared by the Directors,
resolves
to determine as nine the number of members of the Board of Directors for the period 2016-2018".
With the discussion opened, the shareholder Rimbotti took the floor and asked for an explanation as to the reasons why the Board of Directors decided to set the number of Board members at nine.
The Chief Executive Officer replied that various, converging motivations supported the proposal put forward by the Board of Directors. First of all, a sufficient number of Directors is needed to be able to form the Board Committees required in accordance with laws in force. Secondly, an in-depth comparative analysis of listed companies with characteristics similar to those of Amplifon showed that in many cases the Board of Directors consists of even more than nine members.
As nobody else asked to speak, the Chairman declared the discussion closed.
The shareholders were informed of the final data on the shares present or represented, with no changes occurring compared to the previous vote.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
She therefore put to the vote, by show of hands, the resolution regarding the decision to set the number of Board members at nine.
To facilitate the process, the Chairman invited the shareholders who voted against or abstained from voting to deliver their duly completed voting slip No. 3 to the officers present at the Meeting.
The Chairman declared that the proposal had been approved with a majority vote and read out the results, which will be attached to these Minutes.
At this point, given the resolution adopted by the Meeting and in consideration of the provisions of article 147-ter of TUF and the voting procedure set forth in article 15 of the Articles of Association, each list of candidates was put to the vote by show of hands.
The shareholders were informed of the final data on the shares present or represented, with no changes occurring compared to the previous vote.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
The election of the members of the Board of Directors was thus put to the
vote, by show of hands.
Each shareholder was asked to mark his or her vote on the voting sheet, for sorting purposes.
To facilitate the process, all shareholders were asked to deliver their duly completed voting slip No. 4 to the officers of the meeting.
The Chairman declared that the proposal had been approved with the following majorities:
Shares in favour of List 1: voters representing, in person or by proxy, 130,783,447 shares, equal to 74.10% of the share capital represented at the Meeting and to 57.993% of the share capital.
Shares in favour of List 2: voters representing, in person or by proxy, 44,770,327 shares, equal to 25.36% of the share capital represented at the Meeting and to 19.853% of the share capital.
Shares against all the lists: voters representing, in person or by proxy, 781,494 shares, equal to 0.44% of the share capital represented at the Meeting and to 0.347% of the share capital.
Shares abstaining from all the lists: voters representing, in person or by proxy, 170,444 shares, equal to 0.10% of the share capital represented at the Meeting and to 0.075% of the share capital.
The voting outcome, after application of the procedure referred to in article 15 of the Articles of Association, resulted in the appointment of the following candidates:
Taken from List 1:
| 1. Holland Susan Carol | |
|---|---|
| 2. Vita Enrico | |
| 3. Casalini Andrea | (independent) |
| 4. Costa Maurizio | (independent) |
| 5. Donnini Laura | (independent) |
| 6. Grieco Maria Patrizia | (independent) |
| 7. Pozza Lorenzo | (independent) |
| 8. Tamburi Giovanni | (independent) |
Taken from List 2:
- Cortesi Alessandro (independent)
The Chairman declared that the voting outcome:
guaranteed the appointment of at least one Director from the minority list who is in no way connected, whether directly or indirectly, with those who submitted or voted for the majority list, and
- ensured the appointment of a sufficient number of Directors meeting the independence criteria for statutory auditors set forth in paragraph 3 of article 148 of TUF;
- ensured that the gender balance required by laws in force was satisfied.
She therefore declared that the Meeting had approved the following resolution:
"The ordinary Shareholders' meeting of Amplifon S.p.A., having acknowledged the results of the above voting procedure and the declared results, has resolved to:
- appoint the following persons as members of the Board of Directors, for a total of nine members
-
- Holland Susan Carol
-
- Vita Enrico
-
- Casalini Andrea
-
- Costa Maurizio
-
- Donnini Laura
-
- Grieco Maria Patrizia
-
- Pozza Lorenzo
-
- Tamburi Giovanni
-
- Cortesi Alessandro
- set the term of office of the newly appointed Board of Directors at three years, including the current year, with the term thus expiring as of the date of the meeting called to approve the Financial Statements for the year ending 31 December 2018".
The Chairman then moved on to deal with the third item on the agenda:
Directors' remuneration for FY 2016.
It should be noted that, in accordance with the powers provided by article 22 of the Articles of Association, the Shareholders' Meeting of 21 April 2015 had determined that the amount of remuneration granted to the Directors for 2015 was €1,100,000.00.
As for 2016, the Board of Directors proposed, based on the considerations of the Remuneration and Appointment Committee, to assign the Directors a remuneration of €1,200,000.00.
The increase, equal approximately to 9%, was attributable to:
- the increase in the number of Directors from eight to nine during 2015, without any adjustment made to remuneration in that period;
- the non-revaluation of emoluments since 2013; and
- alignment with market best practices following a review of external
benchmarks.
The Chairman thus proposed that the following resolution be adopted:
"The ordinary Shareholders' Meeting of Amplifon S.p.A., convened in single call on 18 April 2016, pursuant to its statutory powers and the Report prepared by the Directors,
resolves
to assign to the Directors a remuneration for the year 2016 of €1,200,000.00 to be recognised under the expenditures for the year in question".
The Chairman began the discussion on the motion set out above.
The shareholders Rimbotti and Marino took the floor and asked for information on the distribution among the members of the Board of Directors of the remuneration as approved; it was explained to them that the distribution of emoluments is a capacity reserved by law to the Board of Directors and that it was not possible on this occasion to discuss considerations that would go beyond the scope of the Meeting.
Nevertheless, the procedure is underpinned by fully transparent criteria that are presented in the Remuneration statement, in which the calculation of compensation for each individual member is explained in detail.
As nobody else asked to speak, the Chairman declared the discussion closed.
The shareholders were informed of the final figures on the shares present or represented, with the number remaining unchanged compared to the previous vote.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
The proposed Directors' remuneration for 2016, as illustrated above, was put to the vote by show of hands.
Shareholders voting against or abstaining were asked to hand in their duly completed voting slips to the officers of the meeting.
The Chairman declared that the proposal had been approved with a majority vote and read out the results, which will be attached to these Minutes.
The Chairman then moved on to deal with the fourth item on the agenda:
Amendment to the "New Performance Stock Grant Plan 2014–2021" concerning French beneficiaries. Approval of the list of the directors as potential beneficiaries.
The Board of Directors had called the shareholders to submit to their approval
an amendment to the Performance Stock Grant Plan 2014–2021 approved in accordance with paragraph 1 of article 114-bis of Legislative Decree No. 58/1998 (TUF) by the Shareholders' Meeting of 16 April 2014, designed to amend the plan to comply with the new French legislative provisions introduced by Law No. 2015/90 of 6 August 2015 ("Macron Law"), which require the approval of the Issuer's Shareholders' Meeting.
The amendment to the plan proposed at the Meeting therefore only applies to the French beneficiaries. It will enable these beneficiaries and the Company to benefit from more favourable legislation on taxes and contributions. The provisions that require amendment under the Macron Law are:
- the elimination of the 2.5-year exercise period;
- the introduction of specific "closed periods" in which employees cannot sell stocks accrued under the incentive plan.
No additional changes to the main items of the Plan were therefore proposed, including the number of entitlements, the time frames and conditions for accrual, which remain unchanged.
The Shareholders' Meeting was further informed that the list of beneficiaries holding office as members of the Board of Directors of the Issuer or holding office as Directors in Companies controlled by the Issuer, was updated by the Issuer on 2 March 2016 in order to include possible new allocations pursuant to the "New Performance Stock Grant Plan 2014–2021", as approved by the Shareholders' Meeting on 16 April 2014.
The list of names was included in the Directors' Report, which was handed out at the entrance to the meeting room. The Chairman asked to be exempted from reading out all the names and the attendees unanimously agreed.
In consideration of the above, the Board of Directors submitted the following motion for approval by the Meeting:
"The ordinary shareholders' meeting of Amplifon S.p.A., having assessed the proposal to amend the "New Performance Stock Grant Plan 2014–2021" for French beneficiaries only, in acknowledgement of the report provided by the Directors
resolves
- to approve the proposal of amendment submitted by the Board of Directors about the "New Performance Stock Grant Plan 2014-2021" and to grant to the Board of Directors all the powers necessary or appropriate to enact this resolution;
- to approve the updated list of potential beneficiaries holding office as members of the Board of Directors of the Issuer or as Directors of companies controlled by the Issuer".
The Chairman began the discussion.
The shareholder Rimbotti took the floor and asked for an explanation of why the French beneficiaries mentioned in the report were absent from the list.
The Chief Executive Officer, with the support of the Chief HR Officer, Giovanni Caruso, replied that the French beneficiaries were not listed simply because the Macron Law is not retroactive and as such the amendment to the Plan regulation will apply only to future beneficiaries, which the Board of Directors will nominate under the powers of attorney assigned to it, and not to current beneficiaries, for whom tax and social security rules will continue to be governed by pre-existing legislation applicable to the current Operational Regulation.
The same explanation was provided to the shareholder Marino and to the representative of the shareholder Caradonna, stressing that the content of the resolution, as regards to French beneficiaries, does not constitute a substantive amendment to the resolution originally adopted by the Meeting, but simply amends the operational terms of the plan to comply with the new legislative provisions.
As nobody else asked to speak, the Chairman declared the discussion closed.
The shareholders were informed of the final figures on the shares present or represented, with the number remaining unchanged compared to the previous vote.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
She then put to the vote, by show of hands, the approval of the amendment to the Performance Stock Grant Plan 2014–2021 concerning French beneficiaries and approval of the list of potential beneficiaries.
Shareholders voting against or abstaining were asked to hand in their duly completed voting slips to the officers of the meeting.
The Chairman declared that the motion as illustrated had been approved by the majority and read out the results of the votes, which will be annexed to these minutes.
The Chairman then moved on to deal with the fifth item on the agenda:
Remuneration statement pursuant to ex-art. 123-ter of TUF and art. 84 quater of Issuers' Regulations.
The Chairman began by reminding the shareholders that they had been called to vote, in a consultative capacity (art. 123-ter, par. 6 of Legislative Decree No. 58/1998) on the first section of the Remuneration statement, which had been prepared by the Company in accordance with art. 84-quater and Appendix 3A Model 7-bis of Consob Regulation No. 11971 of 14 May 1999, as amended.
The first section of the Remuneration statement illustrates the policy of Amplifon S.p.A. and its subsidiaries with regard to remuneration.
The full Statement was made available to the public on 10 March 2015. A copy of the document was handed out at the entrance to the meeting room.
The shareholders were asked to adopt the following resolution:
"The shareholders' meeting of Amplifon S.p.A., having reviewed the first section of the Remuneration statement prepared by the Company, hereby approves its contents in accordance with paragraph 6 of article 123-ter of Legislative Decree No. 58/1998 and for all legal purposes.".
Taking the floor to illustrate the item, at the request of the shareholder Rimbotti, the Chief HR Officer, Giovanni Caruso, explained that the first part of the document focuses on the governance model, the Board, Committees and the various bodies involved in the remuneration policy, and on the general principles of the policy, and that it was sufficiently clear as not to require any further clarification.
The second part of the document reports the remuneration of the Chief Executive Officer and General Manager and identifies aspects of the remuneration policy for to the role, specifically, the base salary, short-term MBO incentives connected with yearly performance figures, in particular Group EBITDA, net sales and free cash flow, and medium/long-term incentives within the Performance Stock Grant Plan, connected with cumulative performance targets over the next three years, in terms of EBIT and net sales.
The same is reported for key management personnel, whose total remuneration package is obviously smaller in size but substantially aligned in structure with that of the Chief Executive Officer and General Manager, and hence with a base salary, MBO incentives and a long-term incentive plan connected with the cumulative performance targets of the Group.
Mr. Caruso emphasized the following information:
- as shown in the Statement, the Chief Executive Officer and General Manager, Enrico Vita, received 100,000 shares under the Stock Grant Plan 2014–2016 and 120,000 shares under the 2015–2017 plan;
- key management personnel as a whole received 395,000 shares and 420,000 shares under the two plans respectively;
- the total fixed remuneration to all the Executives with strategic responsibilities in 2015 amounted to €2,529,000 plus bonuses and other incentives totalling €1,272,000;
Amplifon's remuneration policy is aligned with market best practices.
Replying to a question from the shareholder Marino, Mr. Caruso clarified that two Executives were not employed by the Issuer Amplifon S.p.A. but by subsidiaries of the Group, namely, Heinz Ruch, Executive Vice-President of the Americas Region and John Pappalardo, Executive Vice-President of the Asia-Pacific Region.
As nobody else asked to speak, the Chairman declared the discussion closed.
The shareholders were informed of the final data on the shares present or represented with no changes occurring compared to the previous vote.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
She put to the vote, by a show of hands, the approval of the Remuneration statement.
Shareholders voting against or abstaining were asked to hand in their duly completed voting slips to the officers of the meeting.
The Chairman declared that the motion as illustrated had been approved by the majority, and read out the results of the votes, which will be annexed to these minutes.
The Chairman then moved on to deal with the sixth and final item on the agenda, which reads as follows:
Proposal to approve a plan for the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code following revocation of the current plan; related and consequent resolutions.
The Chairman briefly outlined the contents of the Directors' Report prepared by the Board of Directors in accordance with article 73, par. 1, of the Consob Regulation, articles 2357 and 2357-ter of the Civil Code, and article 132 of Legislative Decree No. 58 of 24 February 1998, referring the shareholders to the above report for more information. A copy was provided to them at the entrance to the meeting room.
The Chairman then continued by saying that authorisation for a plan of purchase and disposal on one or more occasions on a revolving basis is required for a maximum number of ordinary shares of Amplifon S.p.A. that would leave the Company (if the purchase option is exercised in full, and taking into account the treasury shares already held) with a stake of no more than 10% in the share capital (therefore on the date of this Meeting, a maximum of 22,551,469 ordinary shares, each with a nominal value of €0.02).
The authorisation was requested after revocation of the existing plan, which was approved by the Meeting on 21 April 2015, thus expiring on 20 October 2016.
The Board of Directors believed that the reasons that were at the basis of its request for authorisation for the purchase and disposal of treasury shares that it submitted at the time were still applicable.
The request for authorisation was justified by the need to provide the Company with an effective way of pursuing the following objectives:
(i) have treasury shares available to service stock-based incentive plans, both current and future, for Directors and/or employees and/or partners working for the Company and other companies controlled by it;
(ii) use treasury shares as a means of payment in the acquisition of companies or the exchange of equity interests.
It was noted that the authorisation request pertains to the Board of Director's ability to effect repeated and successive sale and purchase transactions (or other disposal transactions) of treasury shares on a rotating basis (so-called revolving transactions), also for fractions of the maximum allowed quantity, so that, at any time, the quantity of shares subject to the proposed purchase and held in the company's portfolio does not exceed the threshold provided for by law and by the Shareholders' Meeting's authorisation.
At the date of the Shareholders' Meeting, the Company held 6,584,083 treasury shares, equivalent to 2.920% of the share capital. They were purchased on the market according to three purchase plans authorised by the Ordinary Shareholders' Meeting on 27 April 2006, 16 April 2014 and 21 April 2015 respectively.
In addition, in accordance with article 2357, par. 1, of the Italian civil code, the purchase of treasury shares is permitted up to the limit of the profits available for distribution and available reserves, as recorded on the last duly approved financial statements.
The purchase authorisation was requested for the maximum duration permitted by paragraph 2 of article 2357 of the Civil Code and, therefore, for a period of 18 months from the date on which the Shareholders' Meeting approves it.
The authorisation to dispose any treasury shares that might be acquired was requested without a time limit, in light of the non-existence of legal provisions in this respect and the opportunity of maximising the time period during which disposals can be effected.
The Board of Directors proposed that the unit price for the purchase of shares shall be established from time to time for each transaction, notwithstanding the fact that it may be neither higher nor lower than 10% of the share's reference price on the trading day prior to each individual purchase transaction.
The Chairman began the discussion on the above motion.
The shareholders Rimbotti and Marino took the floor and asked for clarifications regarding the motion. In replying to their questions, the Chief Executive Officer stated that what was being requested from the Meeting today is a new authorisation, along the lines of other three of identical scope approved in 2006, 2014 and 2015 and emphasized how the management of the purchase plans approved had been sound and fully in keeping with the interests of the Company and of all the shareholders.
He went on to emphasize that the objective of the plan is not only to have shares available to service incentive plans but that the shares may also be used as payment for any corporate acquisition plans that the Company should choose to pursue; the motivations, therefore, were those stated, within the scope of which the Board of Directors would choose the most beneficial for the Company.
As regards in the handling of treasury shares in 2015, the Chief Executive Officer made reference to page 256 of the financial statements, where the opening and closing balances of the shares are reported.
The shareholder Rimbotti stated that he had not understood the illustrative table reported in the financial statements, with particular reference to inflows and outflows of shares, as it seemed to him that in 2015 approximately 900,000 shares have been acquired and 300,000 used, for which he did not understand how the difference of 600,000 shares should have entered into the Company's equity.
As such, the shareholder invited the Board of Statutory Auditors, in accordance with article 2408 of the Civil Code, to check the inflow and outflow of treasury shares for 2015.
The Board of Statutory Auditors, present at the Meeting, acknowledged the request of the shareholder.
As nobody else asked to speak, the Chairman declared the discussion closed.
The shareholders were informed of the final data on the shares present or represented, with no changes occurring compared to the previous vote.
The Chairman asked the shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
The following proposal was put to the vote, by show of hands:
The Ordinary Shareholders' Meeting of Amplifon S.p.A.:
- having examined the report prepared in compliance with Article 73 and Annex 3A, Scheme No. 4, of the Regulation adopted with Consob Resolution No. 11971 of 14 May 1999 (as subsequently amended and integrated);
- acknowledging that, on the date of this meeting, Amplifon S.p.A. holds 6,584,083 treasury shares and that none of its subsidiary companies holds shares in Amplifon S.p.A.;
- noting the opportunity of issuing an authorisation for the purchase and disposal of treasury shares enabling the Company to effect sale and purchase transactions for treasury shares for the purposes of and in compliance with the methods indicated in the Report of the Board of Directors;
resolves
- 1. to revoke, with effect from today, the share purchase and disposal plan approved by the shareholders' meeting on 21 April 2015, as to the part that has not been executed.
-
- to authorise, pursuant to Article 2357 of the Civil Code, the purchase, on one or more occasions, of a maximum number of ordinary shares resulting – where the option herewith granted is exercised in full within the maximum deadline indicated below – in the company holding a number of shares equal to maximum 10% of the share capital, in full compliance with all limits set by law and taking into account the shares already held as in its portfolio, for the pursuit of the objectives highlighted in the Board of Directors Report and at the following terms and conditions:
- shares may be purchased up until expiry of the eighteenth month from the date of this Resolution; the last purchase made within this deadline will have to include a number of shares such as to allow compliance with the aforementioned overall 10% threshold;
- the shares may be purchased at a unit price that is no more than 10% lower or higher than the share's reference price recorded on the trading day before each individual purchase transaction;
- the shares may be purchased on regulated markets also through the sale and purchase of derivative instruments traded on regulated markets that entail the physical transfer of underlying shares, as well as through the proportional allocation of sale options to shareholders;
- the purchase may be carried out in line with one of the methods described by the joint provisions of Article 132 of Legislative Decree No. 58 of 24 February 1998 and Article 144-bis of Consob Resolution No. 11971 of 14 May 1999, with the only exception of public takeover or exchange bids, taking into account the specific exemption provided for by par. 3 of the aforementioned article 132 of Legislative Decree No. 58 of 24 February 1998, and, at any rate, in line with any other methods permitted by legal and
regulatory provisions on the matter;
- 3. to authorise, pursuant to Article 2357-ter of the Civil Code, executing sales transactions, on one or more occasions, on treasury shares purchased, in compliance with applicable legal and regulatory provisions, in order to pursue the objectives described in the Board of Directors' Report and the following terms and conditions:
- the shares may be sold or otherwise transferred at any time, without time limits;
- the disposals may be made even before the purchases have been completed, and they may take place on one or more occasions by sale on the market, off-market or on the block market, and/or by a transfer to directors, employees or partners working for the Company and/or its subsidiaries, in implementation of an incentive plan and/or through any other act of disposition, in connection with operations involving share swaps or sales, by means of exchange or contribution or, finally, in relation to capital transactions involving the allocation or disposal of treasury shares (such as mergers, demergers, the issue of convertible bonds or warrants serviced by treasury shares);
- 4. to grant the Board of Directors full powers to execute this resolution, with the express right of delegation, also by approving any executive act related to the purchase plan".
The Chairman asked the shareholders who had voted against or had abstained to deliver their duly completed voting slips to the officers of the Meeting.
The Chairman declared that the motion as illustrated had been approved by the majority, and read out the results of the votes, which will be annexed to these minutes.
There being no further matters to discuss, the Chairman thanked the attendees and declared the Meeting closed at 12.10 a.m.
Chairman Secretary Susan Carol Holland Luigi Colombo
Attachment 1
AMPLIFON S.P.A. ORDINARY SHAREHOLDERS' MEETING 18 April 2016
List of participants and votes results
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore 10:17
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Elenco partecipanti / azionisti
| DelegatoCognome / Ragione sociale | Nome Quantità |
||
|---|---|---|---|
| FRANCESCA PROIETTO | |||
| 1 | AMPLIETR NV | 63.600.996 | |
| 2 | AMPLIETR NV (Vincolo Deutsche Bank) | 55.785.124 | |
| 6 | AMPLIETR NV | 1.015.280 | |
| 120.401.400 | |||
| ANGELO CARDARELLI | |||
| 21 | ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC | 90.907 | |
| 22 | ACADIAN GLOBAL MANAGED VOLATILITY FUND TRUST | 29.234 | |
| 23 24 |
ACADIAN INTERNATIONAL ALL-CAP FUND ACADIAN INTERNATIONAL SMALL CAPFUND |
10.852 48.629 |
|
| 25 | ALLIANZ GLOBAL INVESTORS EUROPE | 4.715 | |
| 26 | ALLIANZ OPERA | 127.597 | |
| 27 | ALLIANZGI FONDS BFKW | 10.131 | |
| 28 | ALLIANZGI-FONDS DSPT | 109.864 | |
| 29 | ALPHA EXTENSION FUND | 99.901 | |
| 30 | ALTRIA CLIENT SERVICES MASTER RETIREM.TRUST | 17.539 | |
| 31 | ANIMA SGR SPA - ANIMA GEO EUROPA PMI | 169.438 | |
| 32 | ANIMA SGR SPA - ANIMA GEO ITALIA | 114.552 | |
| 33 | ANIMA SGR SPA - ANIMA INIZIATIVA EUROPA | 149.724 | |
| 34 | ANIMA SGR SPA - ANIMA ITALIA | 72.555 | |
| 35 | ARIZONA STATE RETIREMENT SYSTEM | 234 | |
| 36 | ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED | 54.999 | |
| 37 | ARROWSTREET COLLECTIVE INVESTMENT TRUST | 10.333 | |
| 38 | ARROWSTREET COLLECTIVE INVESTMENT TRUST | 67.396 | |
| 39 | ARROWSTREET EAFE ALPHA EXTENSION FUND II | 192.429 | |
| 40 | ARROWSTREET GLOBAL EQUITY - ALPHA EXTENSION FUND | 142.005 | |
| 41 | ARROWSTREET GLOBAL EQUITY - ALPHA EXTENSION FUND II | 4.240 | |
| 42 | ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND | 64.582 | |
| 43 | ARROWSTREET INTERNATIONAL EQUITY - EAFE ALPHA EXTENSION FUND | 31.670 | |
| 44 | ARROWSTREET US GROUP TRUST | 108.230 | |
| 45 | ASIAN DEVELOPMENT BANK | 9.548 | |
| 46 | AXIOM INVESTORS TRUST II | 33.611 | |
| 47 | BANK OF AMERICA PENSION PLAN | 22.130 | |
| 48 | BMO GLOBAL LONG/SHORT EQUITY FUND | 2.653 | |
| 49 | BMO GLOBAL LOW VOLATILITY EQUITY FUND | 23.679 | |
| 50 | BMO INVESTMENTS (IRELAND) PLC | 1.032 | |
| 51 | BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN | 3.042 | |
| 52 | CAMGESTION MICRO CAP | 517.199 | |
| 53 | CATHOLIC UNITED INVESTMENT TRUST | 1 | |
| 54 | CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL | 87.186 | |
| 55 | CF DV ACWI EX-U.S. IMI FUND | 436 | |
| 56 | CHURCH OF ENGLAND INVESTMENT FUND FOR PENSIONS | 9.994 | |
| 57 | COLONIAL FIRST STATE INVESTMENTS LTD | 8.434 | |
| 58 | COLONIAL FIRST STATE INVESTMENTS LTD | 19.202 | |
| 59 | COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIREM.SYST. | 57.836 | |
| 60 | CORNELL UNIVERSITY | 92.100 | |
| 61 | DOMINION RESOURCES INC. MASTER TRUST | 139.381 | |
| 62 | EMPLOYEES RETIREMENT FUND OF THE CITY OF DALLAS | 39.574 | |
| 63 | EXELON CORPORATION PENSION MASTER RETIREMENT TRUST | 32.922 | |
| 64 | FCP RSI EUROPE S | 242.576 | |
| 65 | FCP SYCOMORE EUROPEAN GROWTH | 440.000 | |
| 66 | FCP SYNERGY SMALLER CIES | 845.000 |
| 67 | FIRE AND POLICE PENSION FUND SAN ANTONIO | 8.070 |
|---|---|---|
| 68 | FIRST TRUST DEV MARK EX US SMALL CAP ALPHA | 693 |
| 69 | FLORIDA RETIREMENT SYSTEM | 36.076 |
| 70 | FLORIDA RETIREMENT SYSTEM | 52.812 |
| 71 | FLORIDA RETIREMENT SYSTEM | 313.500 |
| 72 | FUNDO DE PENSOES | 1.502 |
| 73 | GEORGE LUCAS FAMILY FOUNDATION | 26.400 |
| 74 | GMAM INVESTMENT FUNDS TRUST | 219.421 |
| 75 | GMO AGGRESSIVE LONG/SHORT MASTER PORTFOLIO | 1.075 |
| 76 | GMO BENCHMARK-FREE FUND | 44.546 |
| 77 | GMO FOREIGN SMALL COMPANIES FUND | 1.768.142 |
| 78 | GMO FUNDS PLC | 3.972 |
| 79 | GMO FUNDS PLC | 16.981 |
| 80 | GMO IMPLEMENTATION FUND | 102.554 |
| 81 | GMO INTERNATIONAL EQUITY FUND | 338.713 |
| 82 | GMO WORLD EQUITYALLOCATION INVESTMENT FUND | 3.526 |
| 83 | GOLDMAN SACHS TRST II-GOLDMAN SACHS MULTI-MNGR GLOBAL EQT FUND | 58.424 |
| 84 | GOVERNMENT SUPERANNUATION FUND | 665 |
| 85 | GWL GLOBAL INVESTMENTS, LLC | 27.500 |
| 86 | INTERNATIONAL PAPER CO COMMINGLED INVESTMENT GROUP TRUST | 6.125 |
| 87 | INTERVENTURE EQUITY INVESTMENTS LIMITED | 27.800 |
| 88 | INVESTIN PRO F.M.B.A. | 37.739 |
| 89 | INVESTIN PRO F.M.B.A., GLOBAL EQUITIES I | 7.278 |
| 90 | IPAC SPEC INV STR INT SHARE STR NO 9 | 9.353 |
| 91 | JOHN HANCOCK FUNDS III INTERNATIONAL CORE FUND | 109.354 |
| 92 | JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL CORE TRUST | 13.954 |
| 93 | LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED | 5.529 |
| 94 | LEGAL AND GENERAL COLLECTIVE INVESTMENT TRUST | 2.030 |
| 95 | LGT MULTI MNGR FD II | 54.073 |
| 96 | LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST | 30.306 |
| 97 | LMCG GLOBAL MARKET NEUTRAL FUND | 67.351 |
| 98 | LONDON BOROUGH OF TOWER HAMLETS PENSION FUND | 4.419 |
| 99 | LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION | 7.012 |
| 100 | LYXOR VISIUM INSTITUTIONAL PARTNERS FUND LIMITED | 12.376 |
| 101 | MARSH AND MCLENNAN MASTER RETIREMENT TRUST | 11.648 |
| 102 | MARYLAND STATE RETIREMENT & PENSION SYSTEM | 1.967 |
| 103 | MARYLAND STATE RETIREMENT & PENSION SYSTEM | 2.549 |
| 104 | MARYLAND STATE RETIREMENT & PENSION SYSTEM | 4.278 |
| 105 | MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 10.234 |
| 106 | MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 103.824 |
| 107 | MERCER DIOCESE OF BROOKLYN GROWTH STRATEGY | 10.899 |
| 108 109 |
MERCER GLOBAL LOW VOLATILITY EQUITY FUND MERCER QIF CCF |
10.200 51.041 |
| 110 | MGI FUNDS PLC | 25.734 |
| 111 | MGI FUNDS PLC | 124.402 |
| 112 | MICROSOFT GLOBAL FINANCE | 19.034 |
| 113 | MUNDER INTERNATIONAL SMALL-CAP FUND | 681.475 |
| 114 | MUNICIPAL EMPLOYEES' RETIREMENT SYSTEM OF MICHIGAN | 4.516 |
| 115 | NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 9.868 |
| 116 | NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 27.650 |
| 117 | NATIONAL TREASURY MANAGEMENT AGENCY | 6.139 |
| 118 | NORTHWESTERN UNIVERSITY | 37.400 |
| 119 | ODDO EUROPE VALEURS MOYNNES | 95.499 |
| 120 | OLD WESTBURY SMALL AND MID CAP FUND. | 49.370 |
| 121 | ONTARIO POWER GENERATION INC . | 8.815 |
| 122 | ONTARIO POWER GENERATION INC . | 9.492 |
| 123 | ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM | 49.374 |
| 124 | PALATINE ASSET MANAGEMENT S.A. | 70.000 |
| 125 | PANAGORA DYNAMIC GLOBAL EXTENDED ALPHA FUND LTD | 54.198 |
| 126 | PEERLESS INSURANCE COMPANY | 40.848 |
|---|---|---|
| 127 | PENSION RESERVES INVESTMENT TRUST FUND | 54.376 |
| 128 | PRINCIPAL FUNDS INC - INTERNATIONAL SMALL COMPANY FUND | 10.454 |
| 129 | PRINCIPAL GLOBAL INVESTORS FUNDS | 19.424 |
| 130 | PRINCIPAL LIFE INSURANCE COMPANY | 805.232 |
| 131 | PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO | 82.510 |
| 132 | ROCHE U.S. RETIREMENT PLANS MASTER TRUST | 17.302 |
| 133 | SAN FRANCISCO CITY & COUNTY EMPLOYEES' RETIREMENT SYSTEM | 176.800 |
| 134 | SCOTIA PRIVATE INT SMALL MID CAP VALUE | 31.654 |
| 135 | SHELBY COUNTY RETIREMENT SYSTEM | 12.152 |
| 136 | SHELL PENS.TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENSION FD | 64.479 |
| 137 | SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE | 5.737 |
| 138 | SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P. FD | 41.493 |
| 139 | SLI GLOBAL SICAV GLOBAL FOCUSEDSTRATEGIES FUND | 36.214 |
| 140 | STICHT BEDRIJ MEDIA PNO | 1 |
| 141 | STICHTING PENSIOENFONDS APF | 2.022 |
| 142 | STICHTING SHELL PENSIOENFONDS | 444.334 |
| 143 | SUPER FUNDS MANAG CORP SOUTH AUSTRALIA | 155.700 |
| 144 | TEACHER RETIREMENT SYSTEM OF TEXAS | 17.856 |
| 145 | THE BOEING COMPANY EMPLOYEE RETIREMENT PLAN | 178.800 |
| 146 | THE BOEING COMPANY EMPLOYEE RETIREMENT PLAN | 7.541 |
| 147 | THE OAKMARK INTERNATIONAL SMALL CAP FUND | 2.368.198 |
| 148 | THE STATE OF CONNECTICUT ACTINGTHROUGH ITS TREASURER | 10.438 |
| 149 | THE TRUSTEES OF TESCO PLC PENSION SCHEME | 389 |
| 150 | TRUSTEE FOR INTERNATIONAL EQUITIES SECTOR | 10.608 |
| 151 | UAW RETIREE MEDICAL BENEFITS TRUST | 2.182 |
| 152 | UAW RETIREE MEDICAL BENEFITS TRUST | 2.273 |
| 153 | UAW RETIREE MEDICAL BENEFITS TRUST | 4.010 |
| 154 | UAW RETIREE MEDICAL BENEFITS TRUST | 4.620 |
| 155 | UAW RETIREE MEDICAL BENEFITS TRUST | 6.031 |
| 156 | UNISUPER | 40.057 |
| 157 | UPS GROUP TRUST | 1 |
| 158 | VFM GLOBAL SMALL COMPANIES TRUST | 51.488 |
| 159 | VIRGINIA RETIREMENT SYSTEM | 1 |
| 160 | VISIUM BALANCED MASTER FUND LTD | 206.171 |
| 161 | VISIUM INSTITUTIONAL PARTNERS MASTER FUND LTD | 5.115 |
| 162 | VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND | 51.403 |
| 163 | WASHINGTON STATE INVESTMENT BOARD | 16.147 |
| 164 | WELLPOINT MASTER TRUST | 5.259 |
| 165 | WEST VIRGINIA INVESTMENT MANAGEMENT BOARD | 1 |
| 166 | WISDOMTREE DYNAMIC CURRENCY HEDGED INTRNL SMALLCAP | 100 |
| 167 | WISDOMTREE EUROPE SMALLCAP DIVIDEND FUND | 264.385 |
| 168 169 |
WISDOMTREE ISSUER PUBLIC LIMITED COMPANY ADVANCED SERIES TRUST - AST FI PYRAMIS QUANTITATIVE PORTFOLIO |
8.870 54.000 |
| 170 | AMUNDI FUNDS EQUITY EUROLAND SMALL CAP | 570.442 |
| 171 | BELL ATLANTIC MASTER TRUST | 1 |
| 172 | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1 |
| 173 | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1 |
| 174 | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1 |
| 175 | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 60.063 |
| 176 | CITY OF NEW YORK GROUP TRUST | 319.034 |
| 177 | CITY OF NEW YORK GROUP TRUST | 371.911 |
| 178 | CITY OF NEW YORK GROUP TRUST | 408.252 |
| 179 | COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIREM.SYST. | 135.050 |
| 180 | COX ENTERPRISES INC MASTER TRUST | 1 |
| 181 | CURATORS OF UNIVERSITY OF MISSOURI AS TTE UNV MO RET. DISABILITY | 8.477 |
| 182 | DEPARTMENT OF STATE LANDS | 14.200 |
| 183 | DEUTSCHE X-TRACKERS MSCI EMU HEDGED EQUITY ETF | 2.812 |
| 184 | ETOILE SANTE EUROPE | 329.150 |
| 186 | FIDELITY COMMONWEALTH TRUST FID MID-CAP STOCK FD | 3.124.782 |
|---|---|---|
| 187 | FIDELITY GROUP TRUST FOR EMPLOYEE BENEFIT | 118.600 |
| 188 | FIDELITY HEALTH CARE CENTRAL FUND | 718.543 |
| 189 | FIDELITY MOUNT VERNON STREET NEW MILLENN | 1.645.850 |
| 190 | FIDELITY SELECT GLOBAL SMALL CAP FUND | 101.645 |
| 191 | FIDELITY SELECT PORTF HEALTH CARE LEAD | 3.000.000 |
| 192 | FIDELITY U.S. ALL CAP FUND | 268.600 |
| 193 | FIDELITY U.S. MULTI-CAP INVESTMENT TRUST | 113.200 |
| 194 | FUNDS IV: HEALTH CARE PORTFOLIO | 316.600 |
| 195 | HIGHCLERE INTERNATIONAL INVESTORS INT SMALLER COMPANIES F | 829.684 |
| 196 | ILLINOIS STATE BOARD OF INVESTMENT | 129.176 |
| 197 | JPM EUROPE SMALLER COMPANIES FUND | 461.537 |
| 198 | JPMORGAN EUROPEAN SMALLER COMPANIES TST | 581.536 |
| 199 | JPMORGAN FUNDS EUROPEAN BANK AND BC | 21.628 |
| 200 | JPMORGAN FUNDS EUROPEAN BANK AND BC | 304.599 |
| 201 | KERN COUNTY EMPLOYEES' RETIREMENT ASSOCIATION | 130.100 |
| 202 | LOS ANGELES CITY EMPLOYEES RETIREMENT SYSTEM | 55.076 |
| 203 | MORGAN STANLEY DEFINED CONTRIBUTION MASTER TRUST | 105.900 |
| 204 | OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM | 12.685 |
| 205 | OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM | 14.115 |
| 206 | PIONEER ASSET MANAGEMENT S.A. | 2.962.444 |
| 207 | PIONEER INVESTMENT MANAGEMENT SGRPA / AZIONARIO CRESCITA | 322.429 |
| 208 | PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 17.883 |
| 209 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI | 66.386 |
| 210 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1 |
| 211 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1 |
| 212 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1 |
| 213 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1 |
| 214 | PYRAMIS GROUP TR FOR EMPLOYEES BENEF PLAN | 692.150 |
| 215 | PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS | 433.900 |
| 216 | PYRAMIS SELECT INTERN SMALL CAP EQ FUND | 103.400 |
| 217 | RUSSELL INVESTMENT COMPANY PLC | 131.892 |
| 218 | SAINT-GOBAIN CORPORATION DEFINED BENEFIT MASTER TRUST | 57.000 |
| 219 | SCHWAB INTERNATIONAL SMALL-CAP EQUITY ETF | 33.051 |
| 220 | SEI INST MANAG TR GLOBAL MANAG VOLAT FUND | 133.640 |
| 221 | SEI INSTIT. INVESTMENTS TRUST - GLOBAL MANAGED VOLATILITY FUND | 40.207 |
| 222 | SOGECAP ACTIONS SMALL CAP | 341.613 |
| 223 | STATE TREASURER OF MICH CUST OF PUB SCHOOL EMPL RTMNT SYS | 62.151 |
| 224 | STRATHCLYDE PENSION FUND | 15.202 |
| 225 | TEACHERS' RETIREMENT SYSTEM OF THE CITY OF NEW YORK | 54.700 |
| 226 | TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 522.200 |
| 227 | THE BOEING COMPANY EMPL. RETIR. PLANS MASTER TRUST | 141.935 |
| 228 | THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST | 71.600 |
| 229 | UMC BENEFIT BOARD. INC | 1.143 |
| 230 | UMC BENEFIT BOARD. INC | 416.086 |
| 231 | UNISYS MASTER TRUST | 96.825 |
| 232 | UTAH STATE RETIREMENT SYSTEMS | 6.461 |
| 233 | VERIZON MASTER SAVINGS TRUST | 119.100 |
| 234 | BNYMTD CF MITON EUROPEAN OPPS FUND | 182.515 |
| 235 | EATON VANCE CORP | 1.175 |
| 236 | PARAMETRIC GLOBAL SMALL-CAP FUND | 446 |
| 237 | PARAMETRIC INTERNATIONAL EQUITY FUND | 4.300 |
| 238 | PUTNAM INV FUNDS - PUTNAM INT CAPITAL OPPORTUNITIES FUND | 460.766 |
| 239 | QANTAS SUPERANNUATION PLAN | 64.855 |
| 240 | TAX - MANAGED INTERNATIONAL EQUITY PORTFOLIO | 6.312 |
| 241 | THE ADVISORS' INNER CIRCLE FD-CORNERSTONE ADVISORS' GLOB. PUB.EQ.FD | 6.920 |
| 242 | CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN | 15.446 |
| 243 | FLEXSHARES MORNINGSTAR DEVEL. MARKETS EX-US FACTOR TILT INDEX FD | 3.837 |
| 244 | FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST | 2.515 |
| 245 | MUNICIPAL EMPLOYEES' ANNUITY AND BENEFIT FUND OF CHICAGO | 9.441 |
| 246 | NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST | 654 |
|---|---|---|
| 247 | NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST | 17.030 |
| 248 | NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST | 54.450 |
| 249 | NTGI-QM COMMON DAILY ALL COUNWD EX-US INV MKT INDEX F NONLEN | 2.528 |
| 250 | STICHTING PENSIOENFONDS HORECA & CATERING | 7.038 |
| 251 | WHEELS COMMON INVESTMENT FUND | 1.083 |
| 252 | ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 3.567 |
| 253 | ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 16.387 |
| 254 | ACTIVE INTERNATIONAL SMALL CAP LENDING COMMON TRUST FUND | 27.274 |
| 255 | ALASKA PERMANENT FUND CORPORATION | 1 |
| 256 | BGI MSCI EAFE SMALL CAP EQUITY INDEX FUND B | 34.827 |
| 257 | BLACKROCK AM SCH AG OBO BIFS WORLD EX SW SMALL CAP EQ INDEX F | 15.739 |
| 258 | BLACKROCK INDEXED ALL-COUNTRY EQUITY FUND | 1.319 |
| 259 | BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR | 48.432 |
| 260 | BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR | 83.888 |
| 261 | BLACKROCK MSCI WORLD SMALL CAP EQ ESG SCREENED INDEX FUND B | 1.363 |
| 262 | CITY OF NEW YORK GROUP TRUST | 3.261 |
| 263 | CITY OF NEW YORK GROUP TRUST | 9.438 |
| 264 265 |
CITY OF NEW YORK GROUP TRUST COLLEGE RETIREMENT EQUITIES FUND |
13.197 314.233 |
| 266 | CONNECTICUT GENERAL LIFE INSURANCE COMPANY | 738 |
| 267 | FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST | 7.260 |
| 268 | FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST | 32 |
| 269 | GOVERNMENT OF NORWAY | 421.019 |
| 270 | INDIANA PUBLIC EMPLOYEES RETIREMENT FUND | 1 |
| 271 | INTERNATIONAL MONETARY FUND | 1.352 |
| 272 | ISHARES MSCI EAFE SMALL CAP ETF | 67.441 |
| 273 | ISHARES MSCI EUROPE SMALL-CAP ETF | 5.238 |
| 274 | ISHARES VII PLC | 6.648 |
| 275 | MSCI EAFE SMALL CAP PROV INDEX SEC COMMON TR F | 22.676 |
| 276 | NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, P.R.C | 7.717 |
| 277 | NEW MEXICO STATE INVESTMENT COUNCIL | 2.979 |
| 278 | NEW ZEALAND SUPERANNUATION FUND | 5.641 |
| 279 | ONEPATH GLOBAL SHARES - SMALL CAP INDEX | 2.246 |
| 280 | SDGE QUALIFIED NUCLEAR DECOM MISSIONING TRUST PARTNERSHIP | 5.200 |
| 281 | SPDR S&P INTERNATIONAL SMALL CAP ETF | 178.478 |
| 282 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 33.451 |
| 283 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 54.059 |
| 284 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 60.152 |
| 285 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 132.231 |
| 286 | SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY | 140 |
| 287 | STATE OF ALASKA RETIREMENT AND BENEFITS PLANS | 1.952 |
| 288 | STG PFDS V.D. GRAFISCHE | 20.084 |
| 289 | STICHTING PHILIPS PENSIOENFONDS | 16.843 |
| 290 | TCW INTERNATIONAL SMALL CAP FUND | 12.900 |
| 291 | TCW INTERNATIONAL SMALL CAP FUND | 40.747 |
| 292 | VANGUARD DEVEL ALL-CAP EX NORTH AMERICA EQT IND POOLED FUND | 147 |
| 293 294 |
VANGUARD DEVELOPED MARKETS INDEX FUND VANGUARD EUROPEAN STOCK INDEX FUND |
203.437 190.467 |
| 295 | VANGUARD FTSE ALL WORLD SMALL CAP IND FUND | 131.560 |
| 296 | VANGUARD FTSE DEVELOPED ALL CAP EX NORTH AMERICA INDEX ETF | 265 |
| 297 | VANGUARD FTSE DEVELOPED EUROPE ALL CAP INDEX ETF | 1.072 |
| 298 | VANGUARD INTERNATIONAL SMALL COMPANIES I | 7.254 |
| 299 | VANGUARD INVESTMENT SERIES PLC | 11.298 |
| 300 | VANGUARD TOTAL INTERNATIONAL STOCK INDEX | 893.850 |
| 301 | VANGUARD TOTAL WORLD STOCK INDEX FUND | 11.873 |
| 302 | WASHINGTON STATE INVESTMENT BOARD | 7.712 |
| 303 | WASHINGTON STATE INVESTMENT BOARD | 23.086 |
| 304 | BAYVK A3 FONDS | 94.357 |
| 305 | BROWN BROTHERS HARRIMAN TRUSTE | 30.100 |
| 306 | FCP UFF CROISSANCE PME MAITRE | 472.553 |
|---|---|---|
| 307 | METZLER INVESTMENT GMBH FOR MI-FONDS 415 | 88.000 |
| 308 | SEI GLOBAL ASSETS FUND PLC | 29.435 |
| 309 | SEI INVESTMENTS (EUROPE) LIMIT | 10.013 |
| 310 | STICHTING PENSIOENFONDS VOOR HUISARTSEN | 8.043 |
| 311 | UBS (CH) INSTITUTIONAL FUND - EQUITIES GLOBAL SMALL CAP PASSIVE II | 3.375 |
| 312 | UBS (US) GROUP TRUST | 3.129 |
| 313 | UBS ETF | 6.955 |
| 314 | UBS FUND MGT (CH) AG CH0516/UBSCHIF2-EGSCPII | 8.389 |
| 315 | UBS IRL INVESTOR SELECTION PLC | 55.541 |
| 316 | CITY OF NEW YORK GROUP TRUST | 6.561 |
| 317 | CITY OF NEW YORK GROUP TRUST | 108.118 |
| 318 | CITY OF NEW YORK GROUP TRUST | 152.843 |
| 319 | CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 2.804 |
| 320 | CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 51.401 |
| 321 | FP TELLSONS ENDEAVOUR FUND | 65.000 |
| 322 | CDC ENTREPRISE VALEURS MOYENNES | 779.000 |
| 323 | FCP CIC EURO OPPORTUNITES | 690.000 |
| 324 | FCP CM-CIC SILVER ECONOMIE | 20.115 |
| 325 | AXIOM GLOBAL MICRO-CAP EQUITY FUND | 42.891 |
| 326 | AXIOM INT'L MICRO CAP FUND LP | 127.553 |
| 327 | ARCA SGR ARCA ECONOMIA REALE EQUITY ITALIA | 290.000 |
| 328 | EURIZONCAPITAL SGR S.P.A. - EURIZON AZIONI ITALIA | 189.571 |
| 329 | EURIZONCAPITAL SGR S.P.A. - EURIZON AZIONI PMI ITALIA | 493.733 |
| 330 | FIDEURAM ASSET MANAGEMENT (IRELAND) FIDEURAM FUND EQUITY ITALY | 20.553 |
| 331 | FIDEURAM ASSET MANAGEMENT (IRELAND) FONDITALIA EQUITY ITALY | 294.054 |
| 332 | FIDEURAM INVESTIMENTI SGR S.P.A. - FIDEURAM ITALIA | 11.050 |
| 333 | INTERFUND SICAV INTERFUND EQUITY ITALY | 108.472 |
| 334 | MEDIOLANUM GESTIONE FONDI SGR S.P.A - FLESSIBILE ITALIA | 200.000 |
| 44.919.886 | ||
| MATTEO BISCAGLIA | ||
| 3 | TAMBURI INVESTMENT PARTNERS S.P.A. | 6.595.245 |
| 4 | TAMBURI INVESTMENT PARTNERS S.P.A. | 2.942.791 |
| 9.538.036 | ||
| WALTER GUAGNANO | ||
| 7 | ALPHA UCITS SICAV-AMBER EQUITY FUND | 126.345 |
| 126.345 | ||
| ARTURO ALBANO | ||
| 5 | AMBER SOUTHER EUROPEAN EQUITY LIMITED | 1.519.604 |
1.519.604
MARIA LUISA ANELLI
| CARADONNA 13 |
GIANFRANCO M | 10 |
|---|---|---|
| 10 | ||
| TOMMASO MARINO | ||
| MARINO 19 |
TOMMASO | 1 |
| 1 | ||
| FRANCESCO RIMBOTTI | ||
| RIMBOTTI 8 |
FRANCESCO | 430 |
| 430 | ||
176.505.712
Item 1 – Approval of the Financial Statements 2015
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore 10:17
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Votazione n. 1 Bilancio al 31 dicembre 2015
Totale azioni con diritto di voto 176.505.712 pari al 78,268 % del capitale sociale
| Favorevoli | 175.603.631 | 99,49% | 77,868% |
|---|---|---|---|
| Contrari | - | 0,00% | 0,000% |
| Astenuti | 267.952 | 0,15% | 0,119% |
| Non voto | 634.129 | 0,36% | 0,281% |
| 176.505.712 | 100,00% | 78,268% | |
del capitale rappresentato del capitale in Assemblea Sociale
| ASTENUTI | Totale | 267.952 |
|---|---|---|
| CITY OF NEW YORK GROUP TRUST | 6.561 | |
| CITY OF NEW YORK GROUP TRUST | 108.118 | |
| CITY OF NEW YORK GROUP TRUST | 152.843 | |
| RIMBOTTI FRANCESCO | 430 |
Item 1 – Allocation of the earnings for the year
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Votazione n. 2 Destinazione dell'utile di esercizio
Totale azioni con diritto di voto 176.505.712 pari al 78,268 % del capitale sociale
| Favorevoli | 175.603.621 | 99,49% | 77,868% |
|---|---|---|---|
| Contrari | 430 | 0,00% | 0,000% |
| Astenuti | 267.532 | 0,15% | 0,119% |
| Non voto | 634.129 | 0,36% | 0,281% |
| 176.505.712 | 100,00% | 78,268% | |
| del capitale rappresentato | del capitale | ||
in Assemblea Sociale
| ASTENUTI | Totale | 267.532 |
|---|---|---|
| CITY OF NEW YORK GROUP TRUST | 6.561 | |
| CITY OF NEW YORK GROUP TRUST | 108.118 | |
| CITY OF NEW YORK GROUP TRUST | 152.843 |
| CONTRARI | Totale | 430 |
|---|---|---|
| RIMBOTTI FRANCESCO | 430 |
Item 2 – Determination of the number of board members
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
| Votazione n. | 3 | Determinazione numero componenti CdA | |
|---|---|---|---|
| Totale azioni con diritto di voto | 176.505.712 | ||
| pari al | 78,268 % del capitale sociale |
| del capitale rappresentato in Assemblea |
del capitale Sociale |
||
|---|---|---|---|
| 176.505.712 | 100,00% | 78,268% | |
| Non voto | - | 0,00% | 0,000% |
| Astenuti | 170.444 | 0,10% | 0,076% |
| Contrari | 781.924 | 0,44% | 0,347% |
| Favorevoli | 175.553.344 | 99,46% | 77,846% |
| CONTRARI | Totale | 781.924 |
|---|---|---|
| BNYMTD CF MITON EUROPEAN OPPS FUND | 182.515 | |
| EATON VANCE CORP | 1.175 | |
| PARAMETRIC GLOBAL SMALL-CAP FUND | 446 | |
| PARAMETRIC INTERNATIONAL EQUITY FUND | 4.300 | |
| PUTNAM INV FUNDS - PUTNAM INT CAPITAL OPPORTUNITIES FUND | 460.766 | |
| QANTAS SUPERANNUATION PLAN | 64.855 | |
| TAX - MANAGED INTERNATIONAL EQUITY PORTFOLIO | 6.312 | |
| THE ADVISORS' INNER CIRCLE FD-CORNERSTONE ADVISORS' GLOB. PUB.EQ.FD | 6.920 | |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 2.804 | |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 51.401 | |
| RIMBOTTI FRANCESCO | 430 |
| Dettaglio votazione | ||
|---|---|---|
| ASTENUTI | Totale | 170.444 |
| AXIOM GLOBAL MICRO-CAP EQUITY FUND | 42.891 | |
| AXIOM INT'L MICRO CAP FUND LP | 127.553 |
Item 2 – Appointment of Board of Directors
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Votazione n. 4 Nomina del Consiglio di Amministrazione
Totale azioni con diritto di voto 176.505.712 pari al 78,268 % del capitale sociale
| del capitale rappresentato | del capitale | ||
|---|---|---|---|
| 176.505.712 | 100,00% | 78,268% | |
| Non voto | - | 0,00% | 0,000% |
| Astenuti | 170.444 | 0,10% | 0,076% |
| Contrari | 781.494 | 0,44% | 0,347% |
| Favorevoli - Lista 2 | 44.770.327 | 25,36% | 19,853% |
| Favorevoli - Lista 1 | 130.783.447 | 74,10% | 57,993% |
in Assemblea Sociale
| CONTRARI | Totale | 781.494 |
|---|---|---|
| BNYMTD CF MITON EUROPEAN OPPS FUND | 182.515 | |
| EATON VANCE CORP | 1.175 | |
| PARAMETRIC GLOBAL SMALL-CAP FUND | 446 | |
| PARAMETRIC INTERNATIONAL EQUITY FUND | 4.300 | |
| PUTNAM INV FUNDS - PUTNAM INT CAPITAL OPPORTUNITIES FUND | 460.766 | |
| QANTAS SUPERANNUATION PLAN | 64.855 | |
| TAX - MANAGED INTERNATIONAL EQUITY PORTFOLIO | 6.312 | |
| THE ADVISORS' INNER CIRCLE FD-CORNERSTONE ADVISORS' GLOB. PUB.EQ.FD | 6.920 | |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 2.804 | |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 51.401 |
| Dettaglio votazione | ||
|---|---|---|
| ASTENUTI | Totale | 170.444 |
| AXIOM GLOBAL MICRO-CAP EQUITY FUND | 42.891 | |
| AXIOM INT'L MICRO CAP FUND LP | 127.553 |
Item 3 – Directors' remuneration
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A.
Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Votazione n. 5 Compenso al Consiglio di Amministrazione
Totale azioni con diritto di voto 176.505.712 pari al 78,268 % del capitale sociale
| Favorevoli | 175.161.038 | 99,24% | 77,672% |
|---|---|---|---|
| Contrari | 710.115 | 0,40% | 0,315% |
| Astenuti | 430 | 0,00% | 0,000% |
| Non voto | 634.129 | 0,36% | 0,281% |
| 176.505.712 | 100,00% | 78,268% | |
| del capitale rappresentato | del capitale |
in Assemblea Sociale
Dettaglio votazione
| CONTRARI | Totale | 710.115 |
|---|---|---|
| FCP CIC EURO OPPORTUNITES | 690.000 | |
| FCP CM-CIC SILVER ECONOMIE | 20.115 |
| ASTENUTI | Totale | 430 |
|---|---|---|
| RIMBOTTI FRANCESCO | 430 |
Item 4 – Amendment to the "New Performance Stock Grant Plan 2014-2021"
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Votazione n. 6 Modifica piano azionariato 2014-2021
Totale azioni con diritto di voto 176.505.712 pari al 78,268 % del capitale sociale
| Favorevoli | 173.282.137 | 98,17% | 76,839% |
|---|---|---|---|
| Contrari | 2.299.446 | 1,30% | 1,020% |
| Astenuti | 290.000 | 0,16% | 0,129% |
| Non voto | 634.129 | 0,36% | 0,281% |
| 176.505.712 | 100,00% | 78,268% | |
del capitale rappresentato del capitale in Assemblea Sociale
| CONTRARI | Totale | 2.299.446 |
|---|---|---|
| BAYVK A3 FONDS | 94.357 | |
| BROWN BROTHERS HARRIMAN TRUSTE | 30.100 | |
| FCP UFF CROISSANCE PME MAITRE | 472.553 | |
| METZLER INVESTMENT GMBH FOR MI-FONDS 415 | 88.000 | |
| SEI GLOBAL ASSETS FUND PLC | 29.435 | |
| SEI INVESTMENTS (EUROPE) LIMIT | 10.013 | |
| STICHTING PENSIOENFONDS VOOR HUISARTSEN | 8.043 | |
| UBS (CH) INSTITUTIONAL FUND - EQUITIES GLOBAL SMALL CAP PASSIVE II | 3.375 | |
| UBS (US) GROUP TRUST | 3.129 | |
| UBS ETF | 6.955 | |
| UBS FUND MGT (CH) AG CH0516/UBSCHIF2-EGSCPII | 8.389 | |
| UBS IRL INVESTOR SELECTION PLC | 55.541 |
| CDC ENTREPRISE VALEURS MOYENNES | 779.000 |
|---|---|
| FCP CIC EURO OPPORTUNITES | 690.000 |
| FCP CM-CIC SILVER ECONOMIE | 20.115 |
| RIMBOTTI FRANCESCO | 430 |
| ANELLI MARIA LUISA | 10 |
| MARINO TOMMASO | 1 |
Dettaglio votazione
ASTENUTI Totale 290.000
ARCA SGR ARCA ECONOMIA REALE EQUITY ITALIA 290.000
Item 5 – Remuneration statement
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Votazione n. 7 Relazione sulla remunerazione
Totale azioni con diritto di voto 176.505.712 pari al 78,268 % del capitale sociale
| Favorevoli | 136.507.626 | 77,34% | 60,532% |
|---|---|---|---|
| Contrari | 39.073.957 | 22,14% | 17,327% |
| Astenuti | 290.000 | 0,16% | 0,129% |
| Non voto | 634.129 | 0,36% | 0,281% |
| 176.505.712 | 100,00% | 78,268% | |
| del capitale rappresentato | del capitale |
in Assemblea Sociale
| CONTRARI | Totale | 39.073.957 | |
|---|---|---|---|
| ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC | 90.907 | ||
| ACADIAN GLOBAL MANAGED VOLATILITY FUND TRUST | 29.234 | ||
| ACADIAN INTERNATIONAL ALL-CAP FUND | 10.852 | ||
| ACADIAN INTERNATIONAL SMALL CAPFUND | 48.629 | ||
| ALLIANZ GLOBAL INVESTORS EUROPE | 4.715 | ||
| ALLIANZ OPERA | 127.597 | ||
| ALLIANZGI FONDS BFKW | 10.131 | ||
| ALLIANZGI-FONDS DSPT | 109.864 | ||
| ALPHA EXTENSION FUND | 99.901 | ||
| ALTRIA CLIENT SERVICES MASTER RETIREM.TRUST | 17.539 |
| ANIMA SGR SPA - ANIMA GEO EUROPA PMI | 169.438 |
|---|---|
| ANIMA SGR SPA - ANIMA GEO ITALIA | 114.552 |
| ANIMA SGR SPA - ANIMA INIZIATIVA EUROPA | 149.724 |
| ANIMA SGR SPA - ANIMA ITALIA | 72.555 |
| ARIZONA STATE RETIREMENT SYSTEM | 234 |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED | 54.999 |
| ARROWSTREET COLLECTIVE INVESTMENT TRUST | 10.333 |
| ARROWSTREET COLLECTIVE INVESTMENT TRUST | 67.396 |
| ARROWSTREET EAFE ALPHA EXTENSION FUND II | 192.429 |
| ARROWSTREET GLOBAL EQUITY - ALPHA EXTENSION FUND | 142.005 |
| ARROWSTREET GLOBAL EQUITY - ALPHA EXTENSION FUND II | 4.240 |
| ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND | 64.582 |
| ARROWSTREET INTERNATIONAL EQUITY - EAFE ALPHA EXTENSION FUND | 31.670 |
| ARROWSTREET US GROUP TRUST | 108.230 |
| ASIAN DEVELOPMENT BANK | 9.548 |
| AXIOM INVESTORS TRUST II | 33.611 |
| BANK OF AMERICA PENSION PLAN | 22.130 |
| BMO GLOBAL LONG/SHORT EQUITY FUND | 2.653 |
| BMO GLOBAL LOW VOLATILITY EQUITY FUND | 23.679 |
| BMO INVESTMENTS (IRELAND) PLC | 1.032 |
| BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN | 3.042 |
| CAMGESTION MICRO CAP | 517.199 |
| CATHOLIC UNITED INVESTMENT TRUST | 1 |
| CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL | 87.186 |
| CF DV ACWI EX-U.S. IMI FUND | 436 |
| CHURCH OF ENGLAND INVESTMENT FUND FOR PENSIONS | 9.994 |
| COLONIAL FIRST STATE INVESTMENTS LTD | 8.434 |
| COLONIAL FIRST STATE INVESTMENTS LTD | 19.202 |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIREM.SYST. | 57.836 |
| CORNELL UNIVERSITY | 92.100 |
| DOMINION RESOURCES INC. MASTER TRUST | 139.381 |
| EMPLOYEES RETIREMENT FUND OF THE CITY OF DALLAS | 39.574 |
| EXELON CORPORATION PENSION MASTER RETIREMENT TRUST | 32.922 |
| FCP RSI EUROPE S | 242.576 |
| FCP SYCOMORE EUROPEAN GROWTH | 440.000 |
| FCP SYNERGY SMALLER CIES | 845.000 |
| FIRE AND POLICE PENSION FUND SAN ANTONIO | 8.070 |
| FIRST TRUST DEV MARK EX US SMALL CAP ALPHA | 693 |
| FLORIDA RETIREMENT SYSTEM | 36.076 |
| FLORIDA RETIREMENT SYSTEM | 52.812 |
| FLORIDA RETIREMENT SYSTEM | 313.500 |
| FUNDO DE PENSOES | 1.502 |
| GEORGE LUCAS FAMILY FOUNDATION | 26.400 |
| GMAM INVESTMENT FUNDS TRUST | 219.421 |
| GMO AGGRESSIVE LONG/SHORT MASTER PORTFOLIO | 1.075 |
| GMO BENCHMARK-FREE FUND | 44.546 |
| GMO FOREIGN SMALL COMPANIES FUND | 1.768.142 |
| GMO FUNDS PLC | 3.972 |
| GMO FUNDS PLC | 16.981 |
| GMO IMPLEMENTATION FUND | 102.554 |
| GMO INTERNATIONAL EQUITY FUND | 338.713 |
| GMO WORLD EQUITYALLOCATION INVESTMENT FUND | 3.526 |
| GOLDMAN SACHS TRST II-GOLDMAN SACHS MULTI-MNGR GLOBAL EQT FUND | 58.424 |
| GOVERNMENT SUPERANNUATION FUND | 665 |
| GWL GLOBAL INVESTMENTS, LLC | 27.500 |
| INTERNATIONAL PAPER CO COMMINGLED INVESTMENT GROUP TRUST | 6.125 |
| INTERVENTURE EQUITY INVESTMENTS LIMITED | 27.800 |
| INVESTIN PRO F.M.B.A. | 37.739 |
| INVESTIN PRO F.M.B.A., GLOBAL EQUITIES I | 7.278 |
| IPAC SPEC INV STR INT SHARE STR NO 9 | 9.353 |
| JOHN HANCOCK FUNDS III INTERNATIONAL CORE FUND | 109.354 |
|---|---|
| JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL CORE TRUST | 13.954 |
| LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED | 5.529 |
| LEGAL AND GENERAL COLLECTIVE INVESTMENT TRUST | 2.030 |
| LGT MULTI MNGR FD II | 54.073 |
| LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST | 30.306 |
| LMCG GLOBAL MARKET NEUTRAL FUND | 67.351 |
| LONDON BOROUGH OF TOWER HAMLETS PENSION FUND | 4.419 |
| LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION | 7.012 |
| LYXOR VISIUM INSTITUTIONAL PARTNERS FUND LIMITED | 12.376 |
| MARSH AND MCLENNAN MASTER RETIREMENT TRUST | 11.648 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 1.967 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 2.549 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 4.278 |
| MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 10.234 |
| MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 103.824 |
| MERCER DIOCESE OF BROOKLYN GROWTH STRATEGY | 10.899 |
| MERCER GLOBAL LOW VOLATILITY EQUITY FUND | 10.200 |
| MERCER QIF CCF | 51.041 |
| MGI FUNDS PLC | 25.734 |
| MGI FUNDS PLC | 124.402 |
| MICROSOFT GLOBAL FINANCE | 19.034 |
| MUNDER INTERNATIONAL SMALL-CAP FUND | 681.475 |
| MUNICIPAL EMPLOYEES' RETIREMENT SYSTEM OF MICHIGAN | 4.516 |
| NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 9.868 |
| NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 27.650 |
| NATIONAL TREASURY MANAGEMENT AGENCY | 6.139 |
| NORTHWESTERN UNIVERSITY | 37.400 |
| ODDO EUROPE VALEURS MOYNNES | 95.499 |
| OLD WESTBURY SMALL AND MID CAP FUND. | 49.370 |
| ONTARIO POWER GENERATION INC . | 8.815 |
| ONTARIO POWER GENERATION INC . | 9.492 |
| ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM | 49.374 |
| PALATINE ASSET MANAGEMENT S.A. | 70.000 |
| PANAGORA DYNAMIC GLOBAL EXTENDED ALPHA FUND LTD | 54.198 |
| PEERLESS INSURANCE COMPANY | 40.848 |
| PENSION RESERVES INVESTMENT TRUST FUND | 54.376 |
| PRINCIPAL FUNDS INC - INTERNATIONAL SMALL COMPANY FUND | 10.454 |
| PRINCIPAL GLOBAL INVESTORS FUNDS | 19.424 |
| PRINCIPAL LIFE INSURANCE COMPANY | 805.232 |
| PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO | 82.510 |
| ROCHE U.S. RETIREMENT PLANS MASTER TRUST | 17.302 |
| SAN FRANCISCO CITY & COUNTY EMPLOYEES' RETIREMENT SYSTEM | 176.800 |
| SCOTIA PRIVATE INT SMALL MID CAP VALUE | 31.654 |
| SHELBY COUNTY RETIREMENT SYSTEM | 12.152 |
| SHELL PENS.TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENSION FD | 64.479 |
| SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE | 5.737 |
| SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P. FD | 41.493 |
| SLI GLOBAL SICAV GLOBAL FOCUSEDSTRATEGIES FUND | 36.214 |
| STICHT BEDRIJ MEDIA PNO | 1 |
| STICHTING PENSIOENFONDS APF | 2.022 |
| STICHTING SHELL PENSIOENFONDS | 444.334 |
| SUPER FUNDS MANAG CORP SOUTH AUSTRALIA | 155.700 |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 17.856 |
| THE BOEING COMPANY EMPLOYEE RETIREMENT PLAN | 178.800 |
| THE BOEING COMPANY EMPLOYEE RETIREMENT PLAN | 7.541 |
| THE OAKMARK INTERNATIONAL SMALL CAP FUND | 2.368.198 |
| THE STATE OF CONNECTICUT ACTINGTHROUGH ITS TREASURER | 10.438 |
| THE TRUSTEES OF TESCO PLC PENSION SCHEME | 389 |
| TRUSTEE FOR INTERNATIONAL EQUITIES SECTOR | 10.608 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 2.182 |
|---|---|
| UAW RETIREE MEDICAL BENEFITS TRUST | 2.273 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 4.010 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 4.620 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 6.031 |
| UNISUPER | 40.057 |
| UPS GROUP TRUST | 1 |
| VFM GLOBAL SMALL COMPANIES TRUST | 51.488 |
| VIRGINIA RETIREMENT SYSTEM | 1 |
| VISIUM BALANCED MASTER FUND LTD | 206.171 |
| VISIUM INSTITUTIONAL PARTNERS MASTER FUND LTD | 5.115 |
| VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND | 51.403 |
| WASHINGTON STATE INVESTMENT BOARD | 16.147 |
| WELLPOINT MASTER TRUST | 5.259 |
| WEST VIRGINIA INVESTMENT MANAGEMENT BOARD | 1 |
| WISDOMTREE DYNAMIC CURRENCY HEDGED INTRNL SMALLCAP | 100 |
| WISDOMTREE EUROPE SMALLCAP DIVIDEND FUND | 264.385 |
| WISDOMTREE ISSUER PUBLIC LIMITED COMPANY ADVANCED SERIES TRUST - AST FI PYRAMIS QUANTITATIVE PORTFOLIO |
8.870 54.000 |
| AMUNDI FUNDS EQUITY EUROLAND SMALL CAP | 570.442 |
| BELL ATLANTIC MASTER TRUST | 1 |
| CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1 |
| CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1 |
| CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1 |
| CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 60.063 |
| CITY OF NEW YORK GROUP TRUST | 319.034 |
| CITY OF NEW YORK GROUP TRUST | 371.911 |
| CITY OF NEW YORK GROUP TRUST | 408.252 |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIREM.SYST. | 135.050 |
| COX ENTERPRISES INC MASTER TRUST | 1 |
| CURATORS OF UNIVERSITY OF MISSOURI AS TTE UNV MO RET. DISABILITY | 8.477 |
| DEPARTMENT OF STATE LANDS | 14.200 |
| DEUTSCHE X-TRACKERS MSCI EMU HEDGED EQUITY ETF | 2.812 |
| ETOILE SANTE EUROPE | 329.150 |
| FIDELITY ADV SER VII HEALTH CARE FUND | 761.295 |
| FIDELITY COMMONWEALTH TRUST FID MID-CAP STOCK FD | 3.124.782 |
| FIDELITY GROUP TRUST FOR EMPLOYEE BENEFIT | 118.600 |
| FIDELITY HEALTH CARE CENTRAL FUND | 718.543 |
| FIDELITY MOUNT VERNON STREET NEW MILLENN | 1.645.850 |
| FIDELITY SELECT GLOBAL SMALL CAP FUND | 101.645 |
| FIDELITY SELECT PORTF HEALTH CARE LEAD | 3.000.000 |
| FIDELITY U.S. ALL CAP FUND | 268.600 |
| FIDELITY U.S. MULTI-CAP INVESTMENT TRUST | 113.200 |
| FUNDS IV: HEALTH CARE PORTFOLIO | 316.600 |
| HIGHCLERE INTERNATIONAL INVESTORS INT SMALLER COMPANIES F | 829.684 |
| ILLINOIS STATE BOARD OF INVESTMENT | 129.176 |
| JPM EUROPE SMALLER COMPANIES FUND | 461.537 |
| JPMORGAN EUROPEAN SMALLER COMPANIES TST | 581.536 |
| JPMORGAN FUNDS EUROPEAN BANK AND BC | 21.628 |
| JPMORGAN FUNDS EUROPEAN BANK AND BC | 304.599 |
| KERN COUNTY EMPLOYEES' RETIREMENT ASSOCIATION | 130.100 |
| LOS ANGELES CITY EMPLOYEES RETIREMENT SYSTEM | 55.076 |
| MORGAN STANLEY DEFINED CONTRIBUTION MASTER TRUST | 105.900 |
| OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM | 12.685 |
| OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM | 14.115 |
| PIONEER ASSET MANAGEMENT S.A. | 2.962.444 |
| PIONEER INVESTMENT MANAGEMENT SGRPA / AZIONARIO CRESCITA | |
| 322.429 | |
| PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 17.883 |
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI | 66.386 |
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1 |
|---|---|
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1 |
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1 |
| PYRAMIS GROUP TR FOR EMPLOYEES BENEF PLAN | 692.150 |
| PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS | 433.900 |
| PYRAMIS SELECT INTERN SMALL CAP EQ FUND | 103.400 |
| RUSSELL INVESTMENT COMPANY PLC | 131.892 |
| SAINT-GOBAIN CORPORATION DEFINED BENEFIT MASTER TRUST | 57.000 |
| SCHWAB INTERNATIONAL SMALL-CAP EQUITY ETF | 33.051 |
| SEI INST MANAG TR GLOBAL MANAG VOLAT FUND | 133.640 |
| SEI INSTIT. INVESTMENTS TRUST - GLOBAL MANAGED VOLATILITY FUND | 40.207 |
| SOGECAP ACTIONS SMALL CAP | 341.613 |
| STATE TREASURER OF MICH CUST OF PUB SCHOOL EMPL RTMNT SYS | 62.151 |
| STRATHCLYDE PENSION FUND | 15.202 |
| TEACHERS' RETIREMENT SYSTEM OF THE CITY OF NEW YORK | 54.700 |
| TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 522.200 |
| THE BOEING COMPANY EMPL. RETIR. PLANS MASTER TRUST | 141.935 |
| THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST | 71.600 |
| UMC BENEFIT BOARD. INC | 1.143 |
| UMC BENEFIT BOARD. INC | 416.086 |
| UNISYS MASTER TRUST | 96.825 |
| UTAH STATE RETIREMENT SYSTEMS | 6.461 |
| VERIZON MASTER SAVINGS TRUST | 119.100 |
| MARINO TOMMASO | 1 |
| RIMBOTTI FRANCESCO | 430 |
| ASTENUTI | Totale | 290.000 |
|---|---|---|
| ARCA SGR ARCA ECONOMIA REALE EQUITY ITALIA | 290.000 |
Item 6 – Approval of a plan for the purchase and disposal of
treasury shares
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Situazione alle ore
Intervenuti numero persone fisiche 8 rappresentanti in proprio o per delega numero 277 azionisti
per numero 176.505.712 azioni ordinarie pari al 78,268% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 18 Aprile 2016
Votazione n. 8 Acquisto Azioni proprie
Totale azioni con diritto di voto 176.505.712 pari al 78,268 % del capitale sociale
| Favorevoli | 158.475.454 | 89,78% | 70,273% |
|---|---|---|---|
| Contrari | 17.106.129 | 9,69% | 7,585% |
| Astenuti | 290.000 | 0,16% | 0,129% |
| Non voto | 634.129 | 0,36% | 0,281% |
| 176.505.712 | 100,00% | 78,268% | |
| del capitale rappresentato | del capitale |
in Assemblea Sociale
| CONTRARI | Totale | 26.055.010 | |
|---|---|---|---|
| ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC | 90.907 | ||
| ACADIAN GLOBAL MANAGED VOLATILITY FUND TRUST | 29.234 | ||
| ACADIAN INTERNATIONAL ALL-CAP FUND | 10.852 | ||
| ACADIAN INTERNATIONAL SMALL CAPFUND | 48.629 | ||
| ALLIANZ GLOBAL INVESTORS EUROPE | 4.715 | ||
| ALLIANZ OPERA | 127.597 | ||
| ALLIANZGI FONDS BFKW | 10.131 | ||
| ALLIANZGI-FONDS DSPT | 109.864 | ||
| ALPHA EXTENSION FUND | 99.901 | ||
| ALTRIA CLIENT SERVICES MASTER RETIREM.TRUST | 17.539 |
| ANIMA SGR SPA - ANIMA GEO EUROPA PMI | 169.438 |
|---|---|
| ANIMA SGR SPA - ANIMA GEO ITALIA | 114.552 |
| ANIMA SGR SPA - ANIMA INIZIATIVA EUROPA | 149.724 |
| ANIMA SGR SPA - ANIMA ITALIA | 72.555 |
| ARIZONA STATE RETIREMENT SYSTEM | 234 |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED | 54.999 |
| ARROWSTREET COLLECTIVE INVESTMENT TRUST | 10.333 |
| ARROWSTREET COLLECTIVE INVESTMENT TRUST | 67.396 |
| ARROWSTREET EAFE ALPHA EXTENSION FUND II | 192.429 |
| ARROWSTREET GLOBAL EQUITY - ALPHA EXTENSION FUND | 142.005 |
| ARROWSTREET GLOBAL EQUITY - ALPHA EXTENSION FUND II | 4.240 |
| ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND | 64.582 |
| ARROWSTREET INTERNATIONAL EQUITY - EAFE ALPHA EXTENSION FUND | 31.670 |
| ARROWSTREET US GROUP TRUST | 108.230 |
| ASIAN DEVELOPMENT BANK | 9.548 |
| AXIOM INVESTORS TRUST II | 33.611 |
| BANK OF AMERICA PENSION PLAN | 22.130 |
| BMO GLOBAL LONG/SHORT EQUITY FUND | 2.653 |
| BMO GLOBAL LOW VOLATILITY EQUITY FUND | 23.679 |
| BMO INVESTMENTS (IRELAND) PLC | 1.032 |
| BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN | 3.042 |
| CAMGESTION MICRO CAP | 517.199 |
| CATHOLIC UNITED INVESTMENT TRUST | 1 |
| CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL | 87.186 |
| CF DV ACWI EX-U.S. IMI FUND | 436 |
| CHURCH OF ENGLAND INVESTMENT FUND FOR PENSIONS | 9.994 |
| COLONIAL FIRST STATE INVESTMENTS LTD | 8.434 |
| COLONIAL FIRST STATE INVESTMENTS LTD | 19.202 |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIREM.SYST. | 57.836 |
| CORNELL UNIVERSITY | 92.100 |
| DOMINION RESOURCES INC. MASTER TRUST | 139.381 |
| EMPLOYEES RETIREMENT FUND OF THE CITY OF DALLAS | 39.574 |
| EXELON CORPORATION PENSION MASTER RETIREMENT TRUST | 32.922 |
| FCP RSI EUROPE S | 242.576 |
| FCP SYCOMORE EUROPEAN GROWTH | 440.000 |
| FCP SYNERGY SMALLER CIES | 845.000 |
| FIRE AND POLICE PENSION FUND SAN ANTONIO | 8.070 |
| FIRST TRUST DEV MARK EX US SMALL CAP ALPHA | 693 |
| FLORIDA RETIREMENT SYSTEM | 36.076 |
| FLORIDA RETIREMENT SYSTEM | 52.812 |
| FLORIDA RETIREMENT SYSTEM | 313.500 |
| FUNDO DE PENSOES | 1.502 |
| GEORGE LUCAS FAMILY FOUNDATION | 26.400 |
| GMAM INVESTMENT FUNDS TRUST | 219.421 |
| GMO AGGRESSIVE LONG/SHORT MASTER PORTFOLIO | 1.075 |
| GMO BENCHMARK-FREE FUND | 44.546 |
| GMO FOREIGN SMALL COMPANIES FUND | 1.768.142 |
| GMO FUNDS PLC | 3.972 |
| GMO FUNDS PLC | 16.981 |
| GMO IMPLEMENTATION FUND | 102.554 |
| GMO INTERNATIONAL EQUITY FUND | 338.713 |
| GMO WORLD EQUITYALLOCATION INVESTMENT FUND | 3.526 |
| GOLDMAN SACHS TRST II-GOLDMAN SACHS MULTI-MNGR GLOBAL EQT FUND | 58.424 |
| GOVERNMENT SUPERANNUATION FUND | 665 |
| GWL GLOBAL INVESTMENTS, LLC | 27.500 |
| INTERNATIONAL PAPER CO COMMINGLED INVESTMENT GROUP TRUST | 6.125 |
| INTERVENTURE EQUITY INVESTMENTS LIMITED | 27.800 |
| INVESTIN PRO F.M.B.A. | 37.739 |
| INVESTIN PRO F.M.B.A., GLOBAL EQUITIES I | 7.278 |
| IPAC SPEC INV STR INT SHARE STR NO 9 | 9.353 |
| JOHN HANCOCK FUNDS III INTERNATIONAL CORE FUND | 109.354 |
|---|---|
| JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL CORE TRUST | 13.954 |
| LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED | 5.529 |
| LEGAL AND GENERAL COLLECTIVE INVESTMENT TRUST | 2.030 |
| LGT MULTI MNGR FD II | 54.073 |
| LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST | 30.306 |
| LMCG GLOBAL MARKET NEUTRAL FUND | 67.351 |
| LONDON BOROUGH OF TOWER HAMLETS PENSION FUND | 4.419 |
| LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION | 7.012 |
| LYXOR VISIUM INSTITUTIONAL PARTNERS FUND LIMITED | 12.376 |
| MARSH AND MCLENNAN MASTER RETIREMENT TRUST | 11.648 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 1.967 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 2.549 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 4.278 |
| MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 10.234 |
| MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 103.824 |
| MERCER DIOCESE OF BROOKLYN GROWTH STRATEGY | 10.899 |
| MERCER GLOBAL LOW VOLATILITY EQUITY FUND | 10.200 |
| MERCER QIF CCF | 51.041 |
| MGI FUNDS PLC | 25.734 |
| MGI FUNDS PLC | 124.402 |
| MICROSOFT GLOBAL FINANCE | 19.034 |
| MUNDER INTERNATIONAL SMALL-CAP FUND | 681.475 |
| MUNICIPAL EMPLOYEES' RETIREMENT SYSTEM OF MICHIGAN | 4.516 |
| NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 9.868 |
| NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 27.650 |
| NATIONAL TREASURY MANAGEMENT AGENCY | 6.139 |
| NORTHWESTERN UNIVERSITY | 37.400 |
| ODDO EUROPE VALEURS MOYNNES | 95.499 |
| OLD WESTBURY SMALL AND MID CAP FUND. | 49.370 |
| ONTARIO POWER GENERATION INC . | 8.815 |
| ONTARIO POWER GENERATION INC . | 9.492 |
| ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM | 49.374 |
| PALATINE ASSET MANAGEMENT S.A. | 70.000 |
| PANAGORA DYNAMIC GLOBAL EXTENDED ALPHA FUND LTD | 54.198 |
| PEERLESS INSURANCE COMPANY | 40.848 |
| PENSION RESERVES INVESTMENT TRUST FUND | 54.376 |
| PRINCIPAL FUNDS INC - INTERNATIONAL SMALL COMPANY FUND | 10.454 |
| PRINCIPAL GLOBAL INVESTORS FUNDS | 19.424 |
| PRINCIPAL LIFE INSURANCE COMPANY | 805.232 |
| PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO | 82.510 |
| ROCHE U.S. RETIREMENT PLANS MASTER TRUST | 17.302 |
| SAN FRANCISCO CITY & COUNTY EMPLOYEES' RETIREMENT SYSTEM | 176.800 |
| SCOTIA PRIVATE INT SMALL MID CAP VALUE | 31.654 |
| SHELBY COUNTY RETIREMENT SYSTEM | 12.152 |
| SHELL PENS.TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENSION FD | 64.479 |
| SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE | 5.737 |
| SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P. FD | 41.493 |
| SLI GLOBAL SICAV GLOBAL FOCUSEDSTRATEGIES FUND | 36.214 |
| STICHT BEDRIJ MEDIA PNO | 1 |
| STICHTING PENSIOENFONDS APF | 2.022 |
| STICHTING SHELL PENSIOENFONDS | 444.334 |
| SUPER FUNDS MANAG CORP SOUTH AUSTRALIA | 155.700 |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 17.856 |
| THE BOEING COMPANY EMPLOYEE RETIREMENT PLAN | 178.800 |
| THE BOEING COMPANY EMPLOYEE RETIREMENT PLAN | 7.541 |
| THE OAKMARK INTERNATIONAL SMALL CAP FUND | 2.368.198 |
| THE STATE OF CONNECTICUT ACTINGTHROUGH ITS TREASURER | 10.438 |
| THE TRUSTEES OF TESCO PLC PENSION SCHEME | 389 |
| TRUSTEE FOR INTERNATIONAL EQUITIES SECTOR | 10.608 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 2.182 |
|---|---|
| UAW RETIREE MEDICAL BENEFITS TRUST | 2.273 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 4.010 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 4.620 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 6.031 |
| UNISUPER | 40.057 |
| UPS GROUP TRUST | 1 |
| VFM GLOBAL SMALL COMPANIES TRUST | 51.488 |
| VIRGINIA RETIREMENT SYSTEM | 1 |
| VISIUM BALANCED MASTER FUND LTD | 206.171 |
| VISIUM INSTITUTIONAL PARTNERS MASTER FUND LTD | 5.115 |
| VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND | 51.403 |
| WASHINGTON STATE INVESTMENT BOARD | 16.147 |
| WELLPOINT MASTER TRUST | 5.259 |
| WEST VIRGINIA INVESTMENT MANAGEMENT BOARD | 1 |
| WISDOMTREE DYNAMIC CURRENCY HEDGED INTRNL SMALLCAP | 100 |
| WISDOMTREE EUROPE SMALLCAP DIVIDEND FUND | 264.385 |
| WISDOMTREE ISSUER PUBLIC LIMITED COMPANY | 8.870 |
| MARINO TOMMASO | 1 |
| RIMBOTTI FRANCESCO | 430 |
| Dettaglio votazione | ||
|---|---|---|
| ASTENUTI | Totale | 290.000 |
| ARCA SGR ARCA ECONOMIA REALE EQUITY ITALIA | 290.000 |